Common use of Shareholder Agreements and Other Agreements Clause in Contracts

Shareholder Agreements and Other Agreements. Such Grantor will: (i) comply in all material respects with all of its obligations under any shareholders agreement, operating agreement, partnership agreement, voting trust, proxy agreement or other agreement or understanding (collectively, the “Pledged Collateral Agreements”) to which it is a party and shall enforce all of its rights thereunder; (ii) take all actions necessary to cause each such Pledged Collateral Agreement relating to Partnership and LLC Collateral of Subsidiaries to provide specifically at all times that: (A) no such Partnership and LLC Collateral shall be a security governed by Article 8 of the applicable UCC; and (B) no consent of any member, manager, partner or other Person shall be a condition to the admission as a member or partner of any transferee (including the Administrative Agent) that acquires ownership of such Partnership and LLC Collateral as a result of the exercise by the Administrative Agent of any remedy hereunder or under applicable Law; (iii) not take vote or enable to take any other action to certificate any Pledged Shares or Partnership and LLC Collateral of any Grantor to the extent such Pledged Shares or Partnership and LLC Collateral is not certificated as of the Closing Date, unless such Grantor delivers a certificate evidencing such Equity Interest to the Administrative Agent in accordance with this Agreement; and (iv) not vote to enable or take any other action to: (A) amend or terminate, or waive compliance with any of the terms of, any such Pledged Collateral Agreement, certificate or articles of incorporation, bylaws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any such Pledged Collateral in a manner adverse to the Administrative Agent or the other Secured Parties or that adversely affects the validity, perfection or priority of the Administrative Agent’s security interest therein. (v) Additionally, such Grantor agrees that no such Partnership and LLC Collateral of Subsidiaries (A) shall be dealt in or traded on any securities exchange or in any securities market, (B) shall constitute an investment company security, or (C) shall be held by such Grantor in a Securities Account.

Shareholder Agreements and Other Agreements. Such Grantor will: (iA) The Pledgor shall comply in all material respects with all of its obligations under any shareholders agreement, operating agreement, partnership agreement, voting trust, proxy agreement or other agreement or understanding (collectively, the “Pledged Collateral Agreements”) to which it is a party and shall enforce all of its rights thereunder;. (iiB) The Pledgor shall take all actions necessary to cause each such Pledged Collateral Agreement relating to Partnership and LLC Collateral of Subsidiaries the Pledged Membership Interests to provide specifically at all times that: (A1) no such Partnership and LLC Collateral Pledged Membership Interests shall be securities and shall be governed by Article 8 of the applicable UCC; (2) each certificate of membership or partnership representing such Pledged Membership Interests shall bear a legend to the effect that such membership interest or partnership interest is a security and is governed by Article 8 of the applicable UCC; and (B3) no consent of any memberPerson (other than the Pledgor, manager, partner or other Person in its capacity as the sole member of the Company) shall be a condition to the admission as a member or partner of any transferee (including the Administrative AgentXxxx) that acquires ownership of such Partnership and LLC Collateral Pledged Membership Interests as a result of the exercise by the Administrative Agent Xxxx of any remedy hereunder or under applicable Law;law. (iiiC) not take vote or enable to take any other action to certificate any Pledged Shares or Partnership and LLC Collateral of any Grantor to the extent such Pledged Shares or Partnership and LLC Collateral is not certificated as of the Closing Date, unless such Grantor delivers a certificate evidencing such Equity Interest to the Administrative Agent in accordance with this Agreement; and (iv) The Pledgor shall not vote to enable or take any other action to: (A) to amend or terminate, or waive compliance with any of the terms of, any such Pledged Collateral Agreement, certificate or articles of incorporationorganization or formation, operating agreement, bylaws or other organizational documents in any way that materially changes the rights of such Grantor the Pledgor with respect to any such Pledged Collateral in a manner adverse to the Administrative Agent or the other Secured Parties Xxxx or that adversely affects the validity, perfection or priority of the Administrative AgentAron’s security interest therein. (v) Additionally, such Grantor agrees that no such Partnership and LLC Collateral of Subsidiaries (A) shall be dealt in or traded on any securities exchange or in any securities market, (B) shall constitute an investment company security, or (C) shall be held by such Grantor in a Securities Account.

Shareholder Agreements and Other Agreements. Such Grantor will: (i) Each Grantor shall comply in all material respects with all of its obligations under any shareholders agreement, operating agreement, partnership agreement, voting trust, proxy agreement or other agreement or understanding (collectively, the “Pledged Collateral Agreements”) to which it is a party and shall enforce all of its rights thereunder;. (ii) Except with respect to any Partnership and LLC Collateral which constitutes securities on the Restatement Date and is governed by Article 8 of the applicable Uniform Commercial Code, each Grantor will take all actions necessary to cause each such Pledged Collateral Agreement relating to Partnership and LLC Collateral of Subsidiaries to provide specifically at all times that: (A) no such Partnership and LLC Collateral shall be is a security governed by Article 8 of the applicable UCCUniform Commercial Code; and (B) no consent of any member, manager, partner or other Person shall be a condition to the admission as a member or partner of any transferee (including the Administrative Agent) that acquires ownership of such the Partnership and LLC Collateral as a result of the exercise by the Administrative Agent of any remedy hereunder or under applicable Law;law. (iii) not take vote or enable to take any other action to certificate any Pledged Shares or Additionally, each Grantor agrees that no Partnership and LLC Collateral of any Grantor to the extent such Pledged Shares or Partnership and LLC Collateral is not certificated as of the Closing Date, unless such Grantor delivers a certificate evidencing such Equity Interest to the Administrative Agent in accordance with this Agreement; and (iv) not vote to enable or take any other action to: (A) amend or terminate, or waive compliance with any of the terms of, any such Pledged Collateral Agreement, certificate or articles of incorporation, bylaws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any such Pledged Collateral in a manner adverse to the Administrative Agent or the other Secured Parties or that adversely affects the validity, perfection or priority of the Administrative Agent’s security interest therein. (v) Additionally, such Grantor agrees that no such Partnership and LLC Collateral of Subsidiaries (A) shall be dealt in or traded on any securities exchange or in any securities market, (B) shall constitute an investment company security, or (C) shall be held by such Grantor in a Securities Accountsecurities account. (iv) No Grantor shall vote to enable or take any other action to: (A) amend or terminate, or waive compliance with any of the terms of, any Pledged Collateral Agreement, certificate or articles of incorporation, bylaws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Pledged Collateral in a manner adverse to the Administrative Agent or the Lenders or that adversely affects the validity, perfection or priority of the Administrative Agent’s security interest therein.

Shareholder Agreements and Other Agreements. Such Grantor will: (i) Each Grantor shall comply in all material respects with all of its obligations under any shareholders agreement, operating agreement, partnership agreement, voting trust, proxy agreement or other agreement or understanding (collectively, the “Pledged Collateral Agreements”) to which it is a party and shall enforce all of its rights thereunder;. (ii) Each Grantor will take all actions necessary to cause each such Pledged Collateral Agreement relating to Partnership and LLC Collateral of Subsidiaries to provide specifically at all times that: (A) no such Partnership and LLC Collateral shall be a security governed by Article 8 of the NY UCC or any other applicable UCCstate’s Uniform Commercial Code; and (B) no consent of any member, manager, partner or other Person shall be a condition to the admission as a member or partner of any transferee (including the Administrative Agent) that acquires ownership of such Partnership and LLC Collateral as a result of the exercise by the Administrative Agent of any remedy hereunder or under applicable Law;. Additionally, each Grantor agrees that no such Partnership and LLC Collateral (A) shall be dealt in or traded on any securities exchange or in any securities market, (B) shall constitute an investment company security, or (C) shall be held by such Grantor in a Securities Account. (iii) not take vote or enable to take any other action to certificate any Pledged Shares or Partnership and LLC Collateral of any No Grantor to the extent such Pledged Shares or Partnership and LLC Collateral is not certificated as of the Closing Date, unless such Grantor delivers a certificate evidencing such Equity Interest to the Administrative Agent in accordance with this Agreement; and (iv) not shall vote to enable or take any other action to: (A) amend or terminate, or waive compliance with any of the terms of, any such Pledged Collateral Agreement, certificate or articles of incorporation, bylaws or other organizational documents in any way that materially changes the rights of such any Grantor with respect to any such Pledged Collateral in a manner adverse to the Administrative Agent or the other Secured Parties or that adversely affects the validity, perfection or priority of the Administrative Agent’s security interest therein. (v) Additionally, such Grantor agrees that no such Partnership and LLC Collateral of Subsidiaries (A) shall be dealt in or traded on any securities exchange or in any securities market, (B) shall constitute an investment company security, or (C) shall be held by such Grantor in a Securities Account.

Shareholder Agreements and Other Agreements. Such Grantor will: (i) shall comply in all material respects with all of its obligations under any shareholders agreement, operating agreement, partnership agreement, voting trust, proxy agreement or other agreement or understanding (collectively, the “Pledged Collateral Agreements”) to which it is a party and shall enforce all of its rights thereunder; (ii) take all actions necessary , except, with respect to cause each any such Pledged Collateral Agreement relating to Partnership any Pledged Collateral issued by a Person other than a Subsidiary of a Grantor, to the extent the failure to enforce any such rights could not reasonably be expected to materially and LLC adversely affect the value of the Pledged Collateral of Subsidiaries to provide specifically at all times that: which any such Pledged Collateral Agreement relates. Such Grantor agrees that no Pledged Stock (Ai) no such Partnership and LLC Collateral shall be a security governed by Article 8 of the applicable UCC; and dealt in or traded on any securities exchange or in any securities market, (Bii) no consent of any membershall constitute an investment company security, manager, partner or other Person shall be a condition to the admission as a member or partner of any transferee (including the Administrative Agent) that acquires ownership of such Partnership and LLC Collateral as a result of the exercise by the Administrative Agent of any remedy hereunder or under applicable Law; (iii) not take vote or enable to take any other action to certificate any Pledged Shares or Partnership and LLC Collateral of any shall be held by such Grantor in a Securities Account. Subject to the extent such Pledged Shares or Partnership terms and LLC Collateral is not certificated as conditions of the Closing DateCredit Agreement, unless including Sections 7.3 and 7.5 thereof, such Grantor delivers a certificate evidencing such Equity Interest to the Administrative Agent in accordance with this Agreement; and (iv) shall not vote to enable or take any other action to: (Ai) amend or terminate, or waive compliance with any of the terms of, any such Pledged Collateral Agreement, certificate or articles of incorporation, bylaws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any such Pledged Collateral in a manner adverse to the Administrative Agent or the other Secured Parties or that and adversely affects the validity, perfection or priority of the Administrative Agent’s security interest thereintherein Government Receivables. Such Grantor will notify the Administrative Agent of any Accounts in excess of $250,000 in the aggregate in which the Account Debtor is a United States government entity or any department, agency or instrumentality thereof, and, if reasonably requested by the Administrative Agent, Grantors shall submit the documentation required under the Assignment of Claims Act to the government of the United States seeking approval of the novation or assignment of each contract relating to such Accounts and deliver to the Administrative Agent such documentation reasonably necessary to comply with the Assignment of Claims Act with respect to the assignment of the right of payment in respect of all contracts relating to such Accounts. (v) Additionally, such Grantor agrees that no such Partnership and LLC Collateral of Subsidiaries (A) shall be dealt in or traded on any securities exchange or in any securities market, (B) shall constitute an investment company security, or (C) shall be held by such Grantor in a Securities Account.

Shareholder Agreements and Other Agreements. Such Grantor willshall: (i) comply in all material respects with all of its obligations under any shareholders agreement, operating agreement, partnership agreement, voting trust, proxy agreement or other agreement or understanding (collectively, the “Pledged Collateral Agreements”) to which it is a party and shall enforce all of its rights thereunder;, (ii) take all actions necessary to cause each such Pledged Collateral Agreement relating to Partnership and LLC Collateral of Subsidiaries to provide specifically at all times that: (A) no such Partnership and LLC Collateral shall be a security governed by Article 8 of the applicable UCC; and (B) no consent of any member, manager, partner or other Person shall be a condition to the admission as a member or partner of any transferee (including the Administrative AgentLender) that acquires ownership of such Partnership and LLC Collateral as a result of the exercise by the Administrative Agent Lender of any remedy hereunder or under applicable Law;law, (iii) not take vote or enable to take any other action to certificate any shares of Pledged Shares or Partnership and LLC Collateral of the Borrower or of any Grantor of its direct Subsidiaries to the extent such Pledged Shares or Partnership and LLC Collateral is shares are not certificated as of the Closing Date, unless such Grantor delivers a certificate evidencing such Equity Interest to the Administrative Agent in accordance with this Agreement; and; (iv) not vote to enable or take any other action to: (A) amend or terminate, or waive compliance with any of the terms of, any such Pledged Collateral Agreement, certificate or articles of incorporation, bylaws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any such Pledged Collateral in a manner adverse to the Administrative Agent or the other Secured Parties or that adversely affects the validity, perfection or priority of the Administrative Agent’s security interest therein. (v) Additionally, such Grantor agrees that no such Partnership and LLC Collateral of Subsidiaries (A) shall be dealt in or traded on any securities exchange or in any securities market, (B) shall constitute an investment company security, or (C) shall be held by such Grantor in a Securities Accountsecurities account.

Shareholder Agreements and Other Agreements. Such Grantor will: (i) comply in all material respects with all of its obligations under any shareholders agreement, operating agreement, partnership agreement, voting trust, proxy agreement or other agreement or understanding (collectively, the “Pledged Collateral Agreements”) to which it is a party and shall enforce all of its rights thereunder; (ii) take all actions necessary to cause each such Pledged Collateral Agreement relating to Partnership and LLC Collateral of Subsidiaries to provide specifically at all times that: (A) no such Partnership and LLC Collateral shall be a security governed by Article 8 of the applicable UCC; and (B) no consent of any member, manager, partner or other Person shall be a condition to the admission as a member or partner of any transferee (including the Administrative Agent) that acquires ownership of such Partnership and LLC Collateral as a result of the exercise by the Administrative Agent of any remedy hereunder or under applicable Law; (iii) not take vote or enable to take any other action to certificate any Pledged Shares or Partnership and LLC Collateral of any Grantor to the extent such Pledged Shares or Partnership and LLC Collateral is not certificated as of the Closing Date, unless such Grantor delivers a certificate evidencing such Equity Interest to the Administrative Agent in accordance with this Agreement; and (iv) not vote to enable or take any other action to: (A) amend or terminate, or waive compliance with any of the terms of, any such Pledged Collateral Agreement, certificate or articles of incorporation, bylaws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any such Pledged Collateral in a manner adverse to the Administrative Agent or the other Secured Parties or that adversely affects the validity, perfection or priority of the Administrative Agent’s security interest therein. (v) Additionally, such Grantor agrees that no such Partnership and LLC Collateral of Subsidiaries (A) shall be dealt in or traded on any securities exchange or in any securities market, (B) shall constitute an investment company security, or (C) shall be held by such Grantor in a Securities Account.

Shareholder Agreements and Other Agreements. Such Grantor willshall: (i) comply in all material respects with all of its obligations under any shareholders agreement, operating agreement, partnership agreement, voting trust, proxy agreement or other agreement or understanding (collectively, the “Pledged Collateral Agreements”) to which it is a party and shall enforce all of its rights thereunder; (ii) take all actions necessary to cause each such Pledged Collateral Agreement relating to Partnership and LLC Collateral of Subsidiaries to provide specifically at all times that: (A) no not include in its Pledged Collateral Agreements any provision that any Capital Securities in such Partnership and LLC Collateral shall be a security governed by “security” as defined under Article 8 of the applicable UCC; and (B) provide specifically at all times that no consent of any member, manager, partner or other Person shall be a condition to the admission as a member or partner of any transferee (including the Administrative Agent) that acquires ownership of such Partnership and LLC Collateral as a result of the exercise by the Administrative Agent of any remedy hereunder or under applicable Law; (iii) not take vote or enable to take any other action to certificate any Pledged Shares or Partnership and LLC Collateral of any Grantor to the extent such Pledged Shares or Partnership and LLC Collateral is not certificated as of the Closing Date, unless such Grantor delivers a certificate evidencing such Equity Interest Capital Security to the Administrative Agent in accordance with this Agreement; and (iv) not vote to enable or take any other action to: (A) amend or terminate, or waive compliance with any of the terms of, any such Pledged Collateral Agreement, certificate or articles of incorporation, bylaws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any such Pledged Collateral in a manner materially adverse to the Administrative Agent or the other Secured Parties or that adversely affects the validity, perfection or priority of the Administrative Agent’s security interest therein. (v) Additionally, such Grantor agrees that no such Partnership and LLC Collateral of Subsidiaries (A) shall be dealt in or traded on any securities exchange or in any securities market, (B) shall constitute an investment company security, or (C) shall be held by such Grantor in a Securities Account.

Shareholder Agreements and Other Agreements. Such Grantor will: (iA) The Company shall comply in all material respects with all of its obligations under any shareholders agreement, operating agreement, partnership agreement, voting trust, proxy agreement or other agreement or understanding (collectively, the “Pledged Collateral Agreements”) to which it is a party and shall enforce all of its rights thereunder;. (iiB) The Company shall take all actions necessary to cause each such Pledged Collateral Agreement relating to Partnership and LLC Collateral of Subsidiaries to provide specifically at all times that: (A1) no such Partnership and LLC Collateral shall be securities and shall be governed by Article 8 of the applicable UCC; (2) each certificate of membership or partnership representing such Partnership and LLC Collateral shall bear a legend to the effect that such membership interest or partnership interest is a security and is governed by Article 8 of the applicable UCC; and (B3) no consent of any member, manager, partner or other Person shall be a condition to the admission as a member or partner of any transferee (including the Administrative AgentXxxx) that acquires ownership of such Partnership and LLC Collateral as a result of the exercise by the Administrative Agent Xxxx of any remedy hereunder or under applicable Law;hereunder (iiiC) not take vote or enable to take any other action to certificate any Pledged Shares or Partnership and LLC Collateral The Company shall not, without the prior consent of any Grantor to the extent such Pledged Shares or Partnership and LLC Collateral is not certificated as of the Closing DateXxxx, unless such Grantor delivers a certificate evidencing such Equity Interest to the Administrative Agent in accordance with this Agreement; and (iv) not vote to enable or take any other action to: (A) to amend or terminate, or waive compliance with any of the terms of, any such Pledged Collateral Agreement, certificate or articles of incorporation, bylaws or other organizational documents in any way that materially changes the rights of such Grantor the Company with respect to any such Pledged Collateral in a manner adverse to the Administrative Agent or the other Secured Parties Xxxx or that adversely affects the validity, perfection or priority of the Administrative AgentAron’s security interest therein. (v) Additionally, such Grantor agrees that no such Partnership and LLC Collateral of Subsidiaries (A) shall be dealt in or traded on any securities exchange or in any securities market, (B) shall constitute an investment company security, or (C) shall be held by such Grantor in a Securities Account.

Shareholder Agreements and Other Agreements. Such Grantor willshall: (i) comply in all material respects with all of its obligations under any shareholders agreement, operating agreement, partnership agreement, voting trust, proxy agreement or other agreement or understanding (collectively, the “Pledged Collateral Agreements”) to which it is a party and shall enforce all of its rights thereunder;, (ii) take all actions necessary to cause each such Pledged Collateral Agreement relating to Partnership and LLC Collateral of Subsidiaries to provide specifically at all times that: (A) no such Partnership and LLC Collateral shall be a security governed by Article 8 of the applicable UCC; and (B) no consent of any member, manager, partner or other Person shall be a condition to the admission as a member or partner of any transferee (including the Administrative AgentLender) that acquires ownership of such Partnership and LLC Collateral as a result of the exercise by the Administrative Agent Lender of any remedy hereunder or under applicable Law;law, (iii) not take vote or enable to take any other action to certificate any shares of Pledged Shares or Partnership and LLC Collateral of the Parent Guarantor or of any Grantor of its direct Subsidiaries to the extent such Pledged Shares or Partnership and LLC Collateral is shares are not certificated as of the Closing Effective Date, unless such Grantor delivers a certificate evidencing such Equity Interest to the Administrative Agent in accordance with this Agreement; and; (iv) not vote to enable or take any other action to: (A) amend or terminate, or waive compliance with any of the terms of, any such Pledged Collateral Agreement, certificate or articles of incorporation, bylaws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any such Pledged Collateral in a manner adverse to the Administrative Agent or the other Secured Parties or that adversely affects the validity, perfection or priority of the Administrative Agent’s security interest therein. (v) Additionally, such Grantor agrees that no such Partnership and LLC Collateral of Subsidiaries (A) shall be dealt in or traded on any securities exchange or in any securities market, (B) shall constitute an investment company security, or (C) shall be held by such Grantor in a Securities Accountsecurities account.